Can a sole director make decisions under the model articles?

Only in a limited way. The model articles set the quorum for directors' meetings at two, and provide that where there is only one director, that director may act only to appoint more directors or to call a general meeting. To let a sole director run the company properly, the articles need to be amended.

How do I change my company's articles of association?

By a special resolution of the shareholders, passed by at least 75 per cent of the votes, either at a general meeting or by written resolution. The resolution and the new articles must be filed at Companies House within 15 days. A solicitor should draft the new articles to make sure the changes work with the rest of the document.

What resolutions are needed to set up a business abroad?

At minimum, a board resolution approving the new entity, the investment in it and the people authorised to act, and often a shareholder resolution depending on the articles and any shareholders' agreement. The overseas registry and local advisers will usually want certified copies of these resolutions.

Amending the articles so a sole director can act: replacing the model articles quorum rule for a growing consultancy

A London engineering consultancy whose model articles required two directors for every decision, fixed ahead of international expansion

By Malcolm Zoppi18 October 2026Professional services

Key facts

Deal type: Corporate restructuring
Acting for: The company
Business: High-voltage electrical engineering consultancy, London
Sector: Professional services
Deal value: Not applicable
Structure: Special resolution adopting amended articles; board and shareholder resolutions for the expansion decisions
Timescale: Days
Completed: Late 2025
Lead solicitor: Malcolm Zoppi

At a glance

A London consultancy in high-voltage electrical engineering was preparing to expand, including setting up a business in Norway and opening offices in other countries. Its constitution stood in the way: it had the standard model articles, under which the quorum for a board meeting is two directors, and it had only one. Every important decision was technically at risk of challenge. We amended the articles to allow a sole director to act, and passed the resolutions needed for the expansion, in late 2025.

The client and the objective

The company needed to take a series of significant decisions quickly, including approving the Norwegian business and the new offices, and wanted those decisions to be valid and properly minuted. It also wanted a constitution that would not need revisiting every time it grew.

The steps

Review of the model articles and identification of the quorum and decision-making provisions that assumed more than one director.
Drafting amended articles permitting a sole director to take any decision the board can take, with the quorum reverting to two when there are two or more directors.
A special resolution of the shareholders adopting the amended articles, filed at Companies House with the new articles.
Board and shareholder resolutions approving the Norwegian business and the other expansion decisions, minuted on the correct basis.

Key legal points

The model articles trap

The model articles say that the quorum for directors' meetings is two, and that a sole director may only act to appoint further directors or call a shareholders' meeting. Many single-director companies run for years without noticing, and the issue surfaces when a lender, investor or buyer reviews the company's decisions. Amending the articles removes the doubt.

Drafting for growth

Rather than simply changing the quorum to one, the amended articles were drafted to work as the board grows: a sole director can act alone, and once there are two or more directors the ordinary quorum applies, so that the company does not need another amendment when it appoints its next director.

Decisions with a foreign element

Setting up a business abroad is a decision for the board and often for the shareholders, and the local advisers in the new country will want to see properly passed resolutions from the UK company. We prepared the resolutions in a form that would satisfy both the UK requirements and the overseas registration process, with the tax advisers consulted on the structure.

Outcome

The amended articles were adopted and filed in late 2025, the expansion decisions were validly taken and minuted, and the company has a constitution that will accommodate additional directors without further amendment.

What this deal shows

A single-director company on the model articles should check its quorum provisions before it takes any important decision.
Articles should be amended once, for the company the business is becoming, not for the one it is today.
Overseas expansion starts with valid UK resolutions; foreign registries and advisers will ask for them.

“The company was about to open in Norway on the strength of decisions its own articles said it could not take. A short amendment fixed years of latent risk in a day.”
Malcolm Zoppi

Related deals

Buying out a business partner: share transfer and separation in a digital marketing agency

Two co-owners going their separate ways amicably, with the shares, the clients, the staff and the intellectual property divided on paper

Corporate restructuringMarketing and media

Restructuring a games studio's share capital: alphabet shares and transfers to personal holding companies

Redesignating the founders' shares into separate classes for dividend flexibility, then moving them into their own holding companies

Corporate restructuringTechnology and software

Transferring shares between spouses in a property company: putting the family's affairs in order

A nominal-value share transfer from wife to husband, with the tax position checked before anything was signed

Corporate restructuringProperty

Frequently asked questions

: Only in a limited way. The model articles set the quorum for directors' meetings at two, and provide that where there is only one director, that director may act only to appoint more directors or to call a general meeting. To let a sole director run the company properly, the articles need to be amended.
: By a special resolution of the shareholders, passed by at least 75 per cent of the votes, either at a general meeting or by written resolution. The resolution and the new articles must be filed at Companies House within 15 days. A solicitor should draft the new articles to make sure the changes work with the rest of the document.
: At minimum, a board resolution approving the new entity, the investment in it and the people authorised to act, and often a shareholder resolution depending on the articles and any shareholders' agreement. The overseas registry and local advisers will usually want certified copies of these resolutions.

Free initial consultation

Get the specialist support you need

Buying, selling or running a UK company? Book a free initial consultation and I will tell you what the work involves, what it is likely to cost and how long it should take.